Attachment 0011 - Bailment Agreement - CNR - FINAL - 24 June 2021.pdf

ATTACHMENT 0011 – CNR BAILMENT AGREEMENT

SINGLE CHANNEL GROUND AND AIRBORNE RADIO SYSTEM (SINCGARS) COMBAT NET RADIO

(CNR) MODERNIZATION BAILMENT AGREEMENT

This Bailment Agreement is between Program Executive Office – Command, Control, Communications-

Tactical (PEO-C3T), Project Manager, Tactical Radios (PM, TR), Product Manager, Waveforms (PdM-

WF), 6590 Reconnaissance Street, Building 6010, Aberdeen Proving Ground, MD 21005 (herein referred to as “Bailee” or “PEO-C3T” or ”the Government”) and ________________________________________

____________________________________________________________________ [Contractor Name], ___________________________________________________________________ [Contractor Address]

(herein referred to as “Bailor” or “Contractor” or “Offeror”).

1. Bailed Property. The Offeror shall deliver to the Government four complete Receiver/Transmitter

(R/T) sets of physical hardware, including all necessary materials for the operation and evaluation of the RTs, (hereinafter referred to as “Bailed Property”) owned or lawfully in the possession of the Offeror for use under this Bailment Agreement (“Agreement”). The items identified in Table 1 are herein referred to as “Bailed Property.”

Table 1 – Bailed Property

Part Part/Serial Number(s) Quantity

2. Acknowledgements. The Government acknowledges that the Bailed Property is provided to and accepted by the Government “as is”. However, the Offeror shall inform the Government if the Bailed Property poses any hazards to the Government or its employees.

3. Purpose of Bailment. The Government shall use the Bailed Property solely for the Hardware

Evaluation being conducted in accordance with Solicitation Number W15P7T-21-0009 and as outlined in the Hardware Evaluation Plan (Solicitation Attachment 0004). The Hardware Evaluation is designed to assess the feasibility of the Offeror’s written proposal and maturity of the proposed technical solution.

4. Notification of Bailed Property Delivery Date, Time, and Location. After the Solicitation’s proposal due date/time, the Offeror will be notified of their assigned date and time to deliver the Bailed Property. The delivery date and time will be randomly assigned by the Contracting Officer and is not subject to reassignment. The Bailed Property will be delivered in-person to the Government at a location on Aberdeen Proving Ground (APG), MD. The exact delivery location and instructions for accessing APG will also be provided in this notification. All Offeror representatives accessing APG must be U.S. citizens and hold valid driver’s licenses.

5. Delivery and Acceptance of Bailed Property. At the assigned delivery date and time, an Offeror representative shall deliver all Bailed Property required for the Hardware Evaluation to the Government location. The Offeror bears all responsibility to timely provide the Bailed Property during their assigned timeslot. The Government will NOT accept any property that is delivered more than 30 minutes past the assigned time (i.e., if your timeslot is 0900, property will not be accepted at 0931 or later). Failing to timely deliver all required property for the Hardware Evaluation may result in the Offeror not being considered for award. The Offeror shall plan accordingly.

The Bailed Property shall be in transit cases that include return paid shipping labels or an appropriate Point of Contact (POC) that can provide the appropriate return paid shipping labels within 24 hours of Government request.

The Offeror representative shall inspect, inventory, and handoff the Bailed Property to a Government representative. The Offeror representative shall bring, sign, and provide a copy of this Agreement to the Government during the handoff of the Bailed Property. The Offeror representative shall be authorized on behalf of the Offeror to sign this Agreement. No additional equipment or materials will be accepted after the Government’s receipt of this signed Agreement.

Upon timely delivery of the property, the submission of a signed Agreement to the Government, and the Government’s acceptance of both the property and the signed Agreement, the property shall be considered Bailed Property, subject to the terms and conditions of this Agreement without the need for any additional agreements, instruments, or other documents.

6. Costs and Fees. The Offeror acknowledges that it will incur costs associated with this Hardware Evaluation. The Offeror shall be responsible for all costs necessary to deliver the Bailed Property to the Government’s location and all costs required to return the Bailed Property to the Offeror.

All costs associated with maintaining operations of the Bailed Property, to include repair of failed items, shall be at the Offeror’s expense. The Government will not repair, modify, or alter the Bailed Property.

Neither the Offeror nor the Government shall be obligated or liable to each other for the payment of any fees or other expenses of any nature pursuant to this Agreement.

7. Hardware Evaluation Dates. Hardware Evaluation dates will be randomly selected by the Contracting Officer. The Offeror will be notified at least five (5) business days in advance of the scheduled date and time of the Hardware Evaluation. The Hardware Evaluation will last five (5) business days, including set-up and tear down.

No more than two (2) Offeror representatives shall be available upon Government request to assist with the Hardware Evaluation. One of these representatives shall be a Subject Matter Expert (SME) POC in the event that there are unforeseen operational issues or failures with the Offeror’s Bailed Property during the Hardware Evaluation. The SME shall also assist with Bailed Property integration issues, software integration issues, and to answer set-up/configuration questions by the hardware evaluation team or Government representatives.

8. Hardware Evaluation Support. The Offeror acknowledges that the Government will utilize System Engineering and Technical Assistance (SETA) support contractor services in the evaluation and evaluation documentation process. The SETA support for this Hardware Evaluation are employed with the following companies:

Netwerx, LLC Veritech Engineering PO Box 715 Freehold, NJ 07728

POC: Haisheng Wang wanghs@netwerxinc.com

1018 Boomerang Way Aberdeen, MD 21001

POC: Joseph Nguyen joseph.nguyen@veritechengineering.com

As stated in the Solicitation, it is the Offeror’s responsibility to establish a Proprietary Data Protection Agreement (PDPA) / Non-Disclosure Agreement (NDA) between the Offeror and the SETA support contractors.

9. Hardware Evaluation Data. The results of the Hardware Evaluation, which is Source Selection

Information per FAR 2.101, will be stored on access restricted folders (see FAR 3.104). Only Government individuals or SETA contractors with a signed PDPA/NDA in direct support of the Hardware Evaluation will have access to the evaluation data. Data shall be transmitted via encrypted email or DoD Safe.

10. Bailment Period. The term of this Agreement shall be deemed to have commenced on the execution of the last signature to this Agreement. This Agreement shall terminate when all the Bailed Property has been shipped to the Offeror.

The Government shall keep the Bailed Property throughout the entire duration of the solicitation evaluation, contract award(s), and any protest period.

The estimated Bailment Period is from August 2021 to December 2022.

11. Termination. The Agreement and all Government liability associated with it under this Agreement shall terminate upon the shipment of the Bailed Property to the Offeror.

12. Return of Bailed Property. The Government shall return (i.e., ship via a prepaid shipping label) the Bailed Property within 30 calendar days after contract award(s) or after any protest period, whichever is later.

Bailed Property shall be returned to the Offeror in as good condition as when received by the Government, except for reasonable wear and tear.

13. Retention of Title. Title to, and ownership of, the Bailed Property shall at all times be in, and remain with, the Offeror.

14. Liens or Other Encumbrances. The Government warrants to the Offeror that it will use its best efforts to prevent any third party or parties to assert any liens of whatsoever nature against the Bailed Property, nor will the Government, by any agreement, use the Bailed Property as collateral in any secured transaction.

15. Protection and Liability of the Bailed Property. The Government shall protect the Bailed Property from damage and maintain the Bailed Property in good condition at all times, to the extent it preserves and maintains similar property under similar circumstances.

Offeror’s Bailed Property will be stored in a secure and locked location that will only be accessible by the hardware evaluation team or Government representatives. The Offeror’s Bailed Property will not be seen nor accessed by other participating Offerors; however, the Bailed Property may be subjected to collocation with other Offeror’s Bailed Property during the Hardware Evaluation process.

The Government shall not be financially liable to the Offeror for any damage or loss of the Bailed Property while in the custody and care of the Government.

16. Limitation of Liability. To the extent provided under applicable law, the Government shall not be liable for any alleged faulty performance of the Bailed Property resulting from any method or process for which the Bailed Property may be employed by the Government. NOTWITHSTANDING ANY

OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL THE GOVERNMENT BE

REQUIRED TO INDEMNIFY THE OFFEROR FOR LIABILITY RESULTING FROM ANY LEGAL

ACTION BROUGHT BY A THIRD PARTY.

17. Notices. Any notices required by this Agreement shall be forwarded to the below identified representative:

Offeror Representative Government Representative Name: Name:

Title: Title:

Email: Email:

Phone: Phone:

Either party may re-designate a respective representative by notice to the other party.

18. Assignment. This Agreement and any rights granted by it may not be assigned or otherwise transferred by either party without the prior written consent of the other party and any such attempted assignment or transfer of rights is hereby made void.

19. Governing Law and Venue. This Agreement shall be governed by the Federal laws and regulations of the United States of America.

20. Modifications. No modifications to the terms of this Agreement shall be valid and binding unless executed by both parties in writing, signed by the signatories of this Agreement, and attached to this Agreement.

21. Entire Agreement. This Agreement contains the understanding between the Parties regarding the

Hardware Evaluation being conducted on the Offeror’s Bailed Property in accordance with Solicitation Number W15P7T-21-0009 and as outlined in the Hardware Evaluation Plan in Solicitation Attachment 0004.

In witness whereof, the parties hereto have executed this Agreement as of the effective date defined herein.

The Offeror The Government By: By:

Title: Title: Contracting Officer

Date: Date: